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California US (BBN) - Facebook withdrew a proposal on Friday that would have split the company’s stock and issued a new class of non-voting shares to the general public — a restructuring that would have allowed CEO Mark Zuckerberg to retain control over the company even while selling his own shares to fund his philanthropic endeavors.
The retraction was a surprise. Zuckerberg, along with his wife Priscilla Chan, have pledged to give away 99 percent of their Facebook shares over their lifetime. That will mean that the couple is planning to simultaneously give away money while also giving away Zuckerberg’s control over Facebook, reports recode.net.
Which is why the stock restructuring plan made sense. At least for Zuckerberg. And now that Facebook and Zuckerberg have backed off, a lot of other questions have suddenly cropped up.
Why did Facebook rescind its stock restructuring proposal?
Zuckerberg said in a post on Friday that it was because Facebook’s stock has appreciated so much in value since the plan was originally announced, that he can donate more money with fewer shares.
“Facebook's business has performed well and the value of our stock has grown to the point that I can fully fund our philanthropy and retain voting control of Facebook for 20 years or more,” he wrote. Indeed, Facebook stock has increased in value by almost 57 percent since the stock split proposal was announced in April 2016.
But the timing is still interesting. The decision came just four days before Zuckerberg was set to testify in open court; a group of Facebook shareholders was suing company’s board over the proposal. Why wait until the last minute? Facebook stock has been almost flat for the past two months.
It’s possible Facebook was worried about whatever might become public as part of the testimony. Some information that has already come out: texts showing board member, Marc Andreessen, back-channeling with Zuckerberg to try and sway other members of Facebook’s board to approve the proposal.
According to Bloomberg, Andreessen gave Zuckerberg live feedback during a call in which the CEO was trying to convince other members of the board to adopt the stock restructuring. Texts from Andreessen included messages like, "This line of argument is not helping. ☺" and "NOW WE'RE COOKING WITH GAS.”
Can Zuckerberg still go take a job in government and keep control over Facebook?
One part of the initial proposal that generated a lot of attention was an agreement between Zuckerberg and Facebook’s board that he could take a job in government and still maintain control over the company. That stipulation has led a lot of people to believe Zuckerberg might want to run for president. (He says he doesn’t.)
Rescinding the stock restructuring plan means that agreement is no longer in place, a company spokesperson confirmed. That’s not to say Zuckerberg and Facebook’s board couldn’t just recreate it. But for now, things have reverted back to the way they were before this proposal was ever put forward.
It’s possible Zuckerberg’s interest in taking a government role could have been related to working under or alongside a Hillary Clinton administration. Her loss in the election could explain why that provision no longer matters. Of course, that could change in the future under a different administration. (Zuckerberg rarely mentions President Trump by name, but it’s clear they have many differing opinions.)
Zuckerberg said he plans to “accelerate our work and sell more of those [Facebook] shares sooner.” What is he talking about?
When Zuckerberg initially launched the Chan Zuckerberg Initiative with his wife in late December of 2015, he announced in a public filing that he “plans to sell or gift no more than $1 billion of Facebook stock each year for the next three years.”
We’re roughly halfway through year two of that three year horizon, and on Friday, Zuckerberg wrote that he plans to sell 35 million to 75 million Facebook shares “in the next 18 months.” At Facebook’s current stock price of roughly $170, that would mean he’s giving anywhere from $6 billion to $13 billion in the next year and a half, or much more than initially promised.
Can Zuckerberg really control Facebook for the next 20 years given his plans to give away shares?
Technically, yes. Zuckerberg has only outlined his giving schedule for the next 18 months, and even if he sells the maximum number of shares he mentioned (75 million) during that time, he’ll still have control over the company. It’s entirely possible that, after donating close to $15 billion to CZI, he might just take a break from selling his stock.
In his post outlining the sales plan on Friday, Zuckerberg did say that Facebook stock “has grown to the point that I can fully fund our philanthropy.” Fully fund. In other words, CZI may not need more cash for a long time after the next 18 months are over.
Still, Zuckerberg will eventually dip below 50 percent ownership if he plans to give away all his shares. Is there any way around this?
No there is not, though crossing that 50 percent threshold could be postponed in a number of ways.
Besides spacing out his giving over many years (as mentioned above), there a few scenarios in which Zuckerberg could gain more control. He could receive a stock award for his job as CEO. He hasn’t taken one since 2005, and Forbes estimates his net worth at $71 billion (and counting), so this would be rare, but not impossible.
Perhaps more likely is that another shareholder with a lot of stock could make Zuckerberg a proxy for their votes. Facebook co-founder Dustin Moskovitz already made Zuckerberg a proxy for the 6.3 percent of the voting power he owns. The issue is that there aren’t many individual shareholders that would move the needle on this front. The only other individual shareholder with a significant number of votes: Eduardo Saverin, another Facebook co-founder, who controlled 6.2 percent of the company’s voting power as of April of this year. That’s an unlikely match considering Zuckerberg originally ousted Saverin from Facebook, resulting in a lawsuit.
Could Zuckerberg still attempt a stock restructuring sometime in the future?
Yes. See above.
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